<PAGE>

                                                                   Exhibit 10.17

                                 [LOGO OF BREW]

                             BREW(TM) Pricing Terms

Percentage of DAP for each Carrier. The following table sets forth the
percentage of the DAP payable to Developer by QUALCOMM on behalf of Carriers for
BREW Applications that are submitted to QUALCOMM by Developer using Developer's
Extranet account credentials and downloaded by the applicable Carrier's end user
subscribers from the Carrier Catalog. No fees will be due Developer when a
Carrier includes a BREW Application in the Carrier Catalog. The percentages in
the following table will not change during the term of QUALCOMM's BREW Carrier
Agreement with the particular Carrier.

--------------------------------------------------
  Carrier Name     Developer Percentage of DAP (1)
--------------------------------------------------
Verizon Wireless               80%
--------------------------------------------------
--------------------------------------------------

(1)  These percentages are subject to the terms in the BREW Developer Agreement
     regarding taxes and other amounts withheld by Carriers, payments made in a
     currency other than U.S. dollars, payments due to BREW Extension
     developers, and the other terms in the BREW Developer Agreement.

Minimum Amounts Due QUALCOMM for Certain BREW Applications. Developer agrees to
pay QUALCOMM the following amounts for Local Applications and Network
Applications submitted by Developer that either (i) do not have a DAP (e.g.,
Applications pre-loaded onto BREW Devices) or (ii) have a DAP of less than a
minimum amount. For purposes of determining the fees owed by Developer, the
following definitions will apply:

     "Local Application" means a BREW Application or Other Application written
     by Developer that does not communicate or exchange information outside the
     BREW Device.

     "Network Application" means a BREW Application or Other Application written
     by Developer that does communicate or exchange information outside the BREW
     Device.

     "Other Application" means an executable software application stored on a
     BREW Device that (i) is not in the BREW Catalog and that requires the use
     of a BREW Extension, or (ii) that uses or accesses, either directly or
     indirectly, the BREW API as embedded in a BREW Device.

--------------------------------------------------------------------------------
    Type of BREW Application                   Amount Due QUALCOMM
--------------------------------------------------------------------------------
Local Applications without a DAP  Ten cents ($0.10), payable each time (i) an
or a DAP less than $1.00.         end user subscriber downloads the Local
                                  Application or (ii) such Application is
                                  pre-loaded onto a BREW Device.
--------------------------------------------------------------------------------
"Subscription" based Network      Ten cents ($0.10) per month per end user
Applications
--------------------------------------------------------------------------------

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary




                                        1

<PAGE>

--------------------------------------------------------------------------------
without a DAP or with a DAP less  subscriber with such Network Application.
than $1.00/month (e.g., a music   Payable monthly until QUALCOMM receives a
player with a per month           message from the end user's BREW Device that
subscription fee).                the subscription has ended.
--------------------------------------------------------------------------------
"Number of Days" based Network    Ten cents ($0.10) per month (prorated) per end
Applications without a DAP or     user subscriber with such Network Application.
with a DAP less than $1.00/month  Payable in full each time (i) an end user
(prorated) (e.g., a game          subscriber downloads the Network Application
application that can be played    or (ii) such Application is pre-loaded onto a
for 60 days).                     BREW Device.
--------------------------------------------------------------------------------
"Elapsed Time" based Network      One cent ($0.01) per minute of use (prorated)
Applications without a DAP or     per end user subscriber with such Network
with a DAP less than $0.10 per    Application. Payable in full each time (i) an
minute of use (prorated) (e.g.,   end user subscriber downloads the Network
a game application that can be    Application or (ii) such Application is
played for a maximum of 60        pre-loaded onto a BREW Device.
minutes).
--------------------------------------------------------------------------------
"Number of Uses" based Network    One cent ($0.01) per use (prorated per end
Applications without a DAP or     user subscriber with such Network Application.
with a DAP less than $0.10 per    Payable in full each time (i) an end user
use (prorated} (e.g., a stock     subscriber downloads the Network Application
trading application that allows   or (ii) such Application is pre-loaded onto a
the user to make 3 stock          BREW Device.
trades).
--------------------------------------------------------------------------------
"Expiration Date" based Network   Ten cents ($0.10) per month (prorated) per end
Applications without a DAP or     user subscriber with such Application. Payable
with a DAP less than $1,00/month  in full each time (i) an end user subscriber
(prorated) (e.g., a game          downloads the Network Application or (ii) such
application that expires on a     Application is pre-loaded onto a BREW Device.
specified date).
--------------------------------------------------------------------------------
All other Network Applications    Fifty cents ($0.50) per end user subscriber
without a DAP or with a DAP less  with such Application. Such fee will be
than $5,00 (e.g., a global        payable each time (i) an end user subscriber
positioning system (GPS)          downloads the Application or (ii) such
application that allows for       Application is pre-loaded onto a BREW Device.
unlimited use).
--------------------------------------------------------------------------------

Additional Revenue Sharing. QUALCOMM reserves the right to collect from
Developer ten percent (10%) of any revenue or other benefit or consideration.
Developer receives from a Carrier, a wireless device manufacturer, an end user
or any third party for (i) BREW Applications submitted or developed by Developer
and made available to a Carrier, wireless device manufacturer, or any third
party, and (ii) software applications submitted or developed by Developer that
use, directly or indirectly, the BREW API embedded in BREW Devices, to the
extent such 10% exceeds the minimum fees set forth above. Developer agrees to
report to QUALCOMM the amount of any revenue, other benefits or consideration
received from Carriers, wireless device manufacturers, end users, or any third
parties.

Payments by Carrier. Notwithstanding anything to the contrary in these BREW
Pricing Terms or in the BREW Developer Agreement, upon QUALCOMM's notice to
Developer. Developer agrees that payments to Developer for BREW Applications as
described in these Pricing Terms or such Agreement may be made directly by the
Carrier. Such payment to be made in accordance with the Carrier's agreement with
Developer, and not by QUALCOMM on behalf of the Carrier as provided above.
Developer acknowledges that QUALCOMM may charge Carrier amounts for services
provided by QUALCOMM or as otherwise agreed to by QUALCOMM and the Carrier, and
that Developer will not be entitled to any such additional amounts.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary



                                        2

<PAGE>

Pricing Templates. For a summary of the pricing templates set forth in the
Developer Extranet, please see the Application Pricing Overview set forth
below.

Fees for BREW Extensions. Developer agrees to pay the fees for each BREW
Extension used, accessed or called by a BREW Application developed by Developer
as described in the pricing terms for the BREW Extension, as posted on
QUALCOMM's Developer Extranet. Payments to the BREW Extension developer will be
made by QUALCOMM on behalf of Developer from amounts otherwise due Developer
under the BREW Developer Agreement, and Developer acknowledges and agrees that
QUALCOMM may (i) reduce amounts otherwise owed to Developer to make such
payments and (ii) make such payments to the BREW Extension developer in
accordance with the terms agreed to by QUALCOMM and such developer. If such
payments are required to be made by QUALCOMM on behalf of Developer to the BREW
Extension developer and there are no amounts due Developer under the BREW
Developer Agreement, then QUALCOMM may, as provided in the BREW Developer
Agreement, charge such fees and amounts, to Developer.

Confidentiality. You acknowledge and agree that these BREW Pricing Terms (as
amended from time to time by QUALCOMM) are the confidential and proprietary
information of QUALCOMM and are subject to the confidentiality and
non-disclosure terms in the BREW Developer Agreement.

             Please print these BREW Pricing Terms for your records.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                        3

<PAGE>

Qualcomm(R)

                              EXPORT QUESTIONNAIRE
--------------------------------------------------------------------------------
Product Name:                           QUALCOMM Class ID No.:

--------------------------------------------------------------------------------
Contact Name:                           Phone Number:

--------------------------------------------------------------------------------
Company Name:                           Email Address

--------------------------------------------------------------------------------
Product Description:

--------------------------------------------------------------------------------
Does your product contain encryption or perform
cryptographic functions? (Circle)                                 Yes     No
--------------------------------------------------------------------------------
        Complete the remaining information only if your product contains
                 encryption or performs cryptographic functions.
      If you answered no to the above question, please sign and return this
                      form to QUALCOMM as instructed below.

                            ENCRYPTION QUESTIONNAIRE
--------------------------------------------------------------------------------
Describe all symmetric and asymmetric algorithms and how the algorithms are used
in the software:


--------------------------------------------------------------------------------
Is this software not user-accessible and is it limited to or specially designed
for any the following functions (select Yes or No):
     Yes  No

          Execution of copy-protected software,
          Copy-protected read-only media,
          Information stored in encrypted form on media where the media is
          offered for sale in identical sets to the public,
          One-time encryption of copyright protected audio or video data,
          Authentication or digital signatures,
          Fixed data compression or coding techniques, or
          Banking or money transactions.

     If the encryption is not limited to any of the above functions (if you
     answered no to all of the above questions), please complete the Export
     Classification information below or complete the two page Commodity
     Classification Encryption Questionnaire. If you have obtained the commodity
     classification from the U.S. government, please fill out the export
     classification information below.

--------------------------------------------------------------------------------
 Export Classification    ECCN:   License Exception:   CCATS #:   CCATS Date:
      Information
(if applicable or known)

--------------------------------------------------------------------------------
          Was this encryption product granted RETAIL status
by the U.S. Department of Commerce? (circle one)                   YES   NO   NA
*If applicable, send a fax copy of the CCATS classification to
(858) 651 -1767 along with this completed form.
--------------------------------------------------------------------------------
I hereby certify that the above information is correct.
--------------------------------------------------------------------------------
Print Name                              Signature

--------------------------------------------------------------------------------
Title                                   Date

--------------------------------------------------------------------------------
 Please return the completed form by fax to (858) 651-1767 or by email to
                        qcel@qualcomm.com.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                        4

<PAGE>

Qualcomm(R)

--------------------------------------------------------------------------------
               COMMODITY CLASSIFICATION - ENCRYPTION QUESTIONNAIRE
--------------------------------------------------------------------------------
The U.S. Government's Bureau of Export Administration regulates exports of
products and technology, including software offered for download outside the
U.S. To determine the export requirements of your software application, the
technical characteristics of the software must be reviewed against U.S.
government guidelines. The below information is required to determine which
export requirements may apply to your BREW application.
--------------------------------------------------------------------------------
1.  List the symmetric and asymmetric encryption algorithms and key lengths and
    also describe how the algorithms are used (e.g., 56-bit DES, 168-bit 3DES,
    128-bit RC4, 448-bit Blowfish, etc). Specify which encryption modes are
    supported (e.g., cipher feedback mode or cipher block chaining mode.):
    ------------------------------------------------------------------------
    Symmetric Algorithms
    ------------------------------------------------------------------------
    Name of Algorithm   Maximum Key Length     Mode(s)        Use
    ------------------------------------------------------------------------

    ------------------------------------------------------------------------

    ------------------------------------------------------------------------

    ------------------------------------------------------------------------
    Asymmetric Algorithms
    ------------------------------------------------------------------------
    Name of Algorithm   Maximum Modulus Size   Use
    ------------------------------------------------------------------------

    ------------------------------------------------------------------------

    ------------------------------------------------------------------------
    Hash Algorithms (list names)               Use
    ------------------------------------------------------------------------

    ------------------------------------------------------------------------

    ------------------------------------------------------------------------

2.  State the key management algorithms and any key management protocols not
    listed above, including modulus sizes, which are supported (e.g., 512-bit
    RSA, 1024-bit Diffie-Hellman):

    Explain how the application uses these algorithms and protocols.


3.  If using a proprietary algorithm not widely available, include a textual
    description of the algorithm.
    Attach the source code for review by the U.S. Government.


4.  Describe any pre-processing methods (e.g., data compression [LZS, Deflate,
    etc.] or data interleaving) that are applied to the plain text data prior to
    encryption.


--------------------------------------------------------------------------------

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                        5

<PAGE>

Qualcomm(R)

--------------------------------------------------------------------------------
5.  Describe any post-processing methods (e.g., packetization, encapsulation)
    that are applied to the cipher text data after encryption:


6.  List the communication protocols (e.g., X.25, Telnet or TCP) and encryption
    protocols (e.g., SSL, IPSEC, or PKCS standards) that are supported:

    Describe these protocols and explain how the application uses them:
    Attach the source code for review by the U.S. Government if the protocols
    are not widely available.


7.  Does this software contain a general application programming interface
    (e.g., one that accepts either a cryptographic or non-cryptographic
    interface but does not itself maintain any cryptographic functionality)?
    Yes [ ]  No [ ]  If Yes, describe and identify which are for internal
    (private) use and which are external (public) use:


8.  Identify the third party libraries or other sources for the encryption
    functionality below:
---------------------------------------------------------------------------
Library                    Manufacturer                   Static or Dynamic
---------------------------------------------------------------------------

---------------------------------------------------------------------------

---------------------------------------------------------------------------

---------------------------------------------------------------------------

9.  For commodities or software using Java byte code, describe the techniques
    that are used to protect against decompilation and misuse.


10. Explain how the product precludes user modification of the encryption
    algorithms, key management and key space.


11. Check all that apply to this product:
    Can the cryptographic functionality be easily changed by the user?
    Yes [ ]    No [ ]

    Does the product require substantial support for installation or use (beyond
    phone support, e.g. requiring a service contract).
    Yes [ ]    No [ ]

    Has the cryptographic functionality been modified or customized to customer
    specification.
    Yes [ ]    No [ ]

12. You must certify that the application does not implement an open
    cryptographic interface (OCI). An OCI provides end users with the ability to
    plug in encryption functionality of their choice. Applications implementing
    an OCI are not eligible for download via the BREW platform.

    [ ]  I certify that this software application does not contain an open
         cryptographic interface.

--------------------------------------------------------------------------------
I hereby certify that the above information is correct.
--------------------------------------------------------------------------------

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                        6

<PAGE>

                         BREW END USER LICENSE AGREEMENT

BY INSTALLING OR USING THIS BREW APPLICATION ("APPLICATION") YOU ARE AGREEING TO
BE BOUND BY ALL OF THE TERMS SET FORTH BELOW, IF YOU DO NOT AGREE TO THE TERMS
OF THIS AGREEMENT, DO NOT INSTALL OR USE THE APPLICATION.

Limited License. The developer of the Application ("Developer") hereby
grants to you a non-exclusive limited license to install the object code version
of the Application on one wireless communication device and to use the
Application on such device. All rights not expressly granted are reserved by the
Developer. The term Application includes any software that is provided to you at
the same time the Application is provided to you, or that is used in connection
with the Application.

Restrictions. You agree not to reproduce, modify or distribute the Application
or other software included in your wireless device ("Other Software"). Subject
to applicable law, you agree not to decompile or reverse engineer the
Application or the Other Software. You agree not to (i) remove any copyright or
other proprietary notice from the Application or the Other Software, or (ii)
sublicense or transfer the Application or the Other Software to a third party.

Ownership. You agree that the Developer and its licensors retain all right,
title and interest in and to the Application and all copies of the Application,
including all copyrights therein. You agree to erase an Application from your
wireless device upon receipt of notice.

Termination. This Agreement shall terminate immediately, without notice, if you
fail to comply with any material term of this Agreement. Upon termination you
agree to immediately erase the Application from your wireless device.

Disclaimer of Warranty. THE APPLICATION IS LICENSED TO YOU "AS IS." DEVELOPER
AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES REGARDING THE APPLICATION,
WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. DEVELOPER DOES NOT WARRANT THAT THE OPERATION OF THE
APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY
BE LIMITED.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT SHALL THE DEVELOPER OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL,
SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF
THE APPLICATION (INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS), EVEN
IF THE DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE DEVELOPER'S
LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY
OTHER THEORY OF LIABILITY, EXCEED THE FEE PAID BY YOU. SOME JURISDICTIONS DO NOT
ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.

Export. The Application is subject to the export control laws and regulations of
the United States and other jurisdictions. You agree to comply with all such
laws and regulations.

Government. If you are or are acting on behalf of an agency or instrumentality
of the United States Government, the Application is "commercial computer
software" developed exclusively at private expense. Pursuant to FAR 12.212 or
FEARS 227 7202 and their successors, as applicable, use, reproduction and
disclosure of the Application is governed by the terms of this Agreement.

Miscellaneous. This Agreement is governed by the laws of the State of
California, USA, without regard to California's conflict of law principles. The
United Nations Convention on Contracts for the Sale of International Goods does
not apply to this Agreement. If any provision hereof is held illegal, invalid
or unenforceable, in whole or in part, such provision shall be modified to the
minimum extent necessary to make it legal, valid and enforceable, and the
legality, validity and enforceability of all other provisions of this Agreement
shall not be affected thereby. This Agreement constitutes the entire agreement
between you and the Developer regarding its subject matter and supersedes any
prior agreement, whether written or oral, relating to the subject matter of this
Agreement. No modification or alteration of this Agreement will be valid except
in writing signed by you and the Developer.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                        7

<PAGE>

                            CARRIER LICENSE AGREEMENT

Capitalized terms used herein shall have the same meaning ascribed to them in
the BREW Developer Agreement between QUALCOMM and the Developer. The terms of
this Carrier License Agreement shall apply unless Developer and the applicable
Carrier enter into a separate written agreement.

     1.  License Grant.

          1.1  Grant of License to BREW Software. Subject to this Carrier
License Agreement, Developer hereby grants to Carrier a world-wide, assignable,
non-exclusive license to: (i) to reproduce and include each BREW Application and
related documentation developed by Developer in the Carrier Catalog in object
code format only; and (ii) to distribute through multiple tiers of distribution
to Carrier's end user subscribers ("End Users") an unlimited number of copies of
such BREW Applications in object code form only and such documentation. With
respect to each BREW Application, the foregoing license shall commence on the
date the BREW Applications is downloaded into the Carrier Catalog and will
terminate on the earlier of (a) the date the BREW Application is removed from
the Carrier Catalog, or (b) the date of termination of this Carrier License
Agreement. Any such termination shall not terminate an End User's right to
continue to use a BREW Application downloaded by the End User prior to such
termination. All rights not granted in this Carrier License Agreement are hereby
reserved by Developer and its licensors.

          1.2  License Restrictions. Except to the extent permitted by this
Carrier License Agreement or by applicable law. Carrier agrees (i) it will not
otherwise distribute BREW Applications; (ii) it will not modify, reverse
assemble, decompile or reverse engineer a BREW Application, and (iii) it will
not remove, efface or obscure any copyright notices, logos or other proprietary
notices or legends included in a BREW Application.

     2.  Removal of a BREW Application from the Carrier Catalog.

          2.1  Developer's Requested Removal of a BREW Application from the
Carrier Catalog. Carrier will remove a BREW Application from the Carrier
Catalog within thirty (30) days after receipt of Developer's written request.

          2.2  Carrier's Removal of a BREW Application from the Carrier Catalog.
Subject to the terms in the BREW Carrier Agreement, the Carrier may remove a
BREW Application from the Carrier Catalog at any time and for any reason in the
Carrier's sole discretion. Developer acknowledges that Carrier's removal of a
BREW Application from the Carrier Catalog does not terminate the rights or
licenses of End Users who obtained such BREW Application from Carrier prior to
the date of removal.

     3.  BREW Extensions. For purposes of Section 1 (License Grant) and Section
2 (Removal of BREW Applications from the Carrier Catalog) the term "BREW
Application" includes any BREW Extensions used, accessed or called by a BREW
Application.

     4.  The DAP.

          4.1  DAP Negotiation. Developer and Carrier may choose, from time to
time, to discuss and negotiate a DAP for a particular BREW Application that will
apply only to Carrier. If Developer and Carrier negotiate an alternate DAP for a
BREW Application, Developer will submit an alternate Pricing Template for the
BREW Application.

          4.2  No Fees. No payments shall be made by either Developer or Carrier
to the other under this Carrier License Agreement, or for any use or development
of BREW Applications.

     5.  Ownership. Subject to the licenses granted in this Carrier License
Agreement and the End User License Agreement, Developer and its licensors are
and will remain the owner of all right, title and interest in and to each BREW
Application and BREW Extension, including all intellectual property rights
therein.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                        8

<PAGE>

     6.   Representations and Warranties.

               6.1  No Viruses. Developer represents and warrants to Carrier
that each BREW Application developed by Developer will be free from (i) viruses
and code that might disrupt, disable, harm, erase the memory of, or otherwise
impede the operation, features or functions of any software, firmware, hardware,
wireless device, computer system or network, or (ii) code that would permit
Developer or any third party to access the BREW Application to cause the
disablement or impairment of the BREW Application or a BREW Device. In the event
of a breach of the foregoing warranty. Developer will be liable and responsible
for all losses, costs, expenses and damages, including, without limitation, the
cost of recalling BREW Devices.

               6.2  BREW Application Warranty. Each BREW Application will be
deemed accepted by Carrier at the time it is downloaded by the Carrier from
QUALCOMM. Developer warrants to Carrier, for a period of thirty (30) days after
Carrier downloads a copy of a BREW Application from QUALCOMM, that the BREW
Application will perform substantially in accordance with the applicable
documentation. In the event of a breach of this warranty. Carrier must provide
written notice to Developer within the warranty period and Developer will, after
receipt of such notice (i) repair the BREW Application, (ii) replace the BREW
Application with a BREW Application which conforms to the foregoing warranty, or
(iii) terminate this Carrier License Agreement with respect to the BREW
Application. THE FOREGOING WILL BE CARRIER'S SOLE AND EXCLUSIVE REMEDY IN THE
EVENT OF A BREACH OF THE FOREGOING WARRANTY. Developer does not warrant that the
operation of a BREW Application will be uninterrupted or error free.

     7.   DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS SET
FORTH IN THIS CARRIER LICENSE AGREEMENT, NEITHER DEVELOPER, ITS LICENSORS NOR
CARRIER MAKE ANY OTHER WARRANTIES. EXPRESS OR IMPLIED. EACH PARTY EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS. WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE. AND NON-INFRINGEMENT.

     8.   Indemnification.

               8.1  Indemnification. Developer hereby agrees to defend,
indemnify and hold harmless Carrier and its End Users (each, an "Indemnified
Party") against any and all claims, demands, causes of action, damages, costs,
expenses, penalties, losses and liabilities (whether under a theory of
negligence, strict liability, contract or otherwise) incurred or to be incurred
by an Indemnified Party (including reasonable attorney fees) arising out of
resulting from or related to (i) a breach of any representation or warranty
under this Carrier License Agreement or (ii) any use, reproduction or
distribution of a BREW Application or BREW Application documentation developed
by Developer which causes an infringement of any patent, copyright, trademark,
trade secret, or other property rights of any third parties arising in any
jurisdiction throughout the world. Carrier agrees to provide Developer with
written notice of any third party claim subject to indemnification, allowing
Developer to have sole control of the defense of such claim and any resulting
disposition or settlement of such claim; provided, however that the Carrier may
participate in the defense of a claim at its own expense. Any disposition or
settlement that imposes any liability on or affects the rights of Carrier will
require the Carrier's written consent.

               8.2  Limited Remedies. If Developer determines that a BREW
Application becomes, or is likely to become, the subject of an infringement
claim or action. Developer may at its sole option: (i) procure, at no cost to
Carrier, the right to continue distributing such BREW Application, or portion
thereof, as applicable; (ii) replace or modify the BREW Application, or portion
therefor, as applicable to render it non-infringing, provided there is no
material loss of functionality; or (iii) if, in Developer's reasonable opinion,
neither (i) nor (ii) above are commercially feasible, (a) Carrier shall
immediately remove the BREW Application from the Carrier Catalog upon
Developer's written request; and (b) Developer may terminate this Carrier
License Agreement for such BREW Application.

               8.3  Exceptions. Developer will have no liability under this
Section 8 (Indemnification) for any claim or action where: (i) such claim or
action would have been avoided but for modifications of a BREW Application, or
any portion thereof, made by Carrier or a third party; (ii) such claim or action
would have been avoided but for the combination or use of the BREW Application,
or any portion thereof, with other products,

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                        9

<PAGE>

processes or materials not supplied by Developer; (iii) such claim or action
would have been avoided but for Carrier's failure to implement the infringement
remedy of removal as requested, if at all, by Developer under Section 8.2
(Limited Remedies): or (iv) Carrier's use of the BREW Application, or any
portion thereof, is not in compliance with the terms of this Carrier License
Agreement and such claim would have been avoided but for such non-compliance.

               8.4  Sole Remedy. The obligations and remedies set forth in this
Section 8 (Indemnification) shall be the sole and exclusive remedies of Carrier
for the infringement of third-party rights by a BREW Application.

     9.   Liability Limitations.

               9.1  No Consequential Damages. EXCEPT FOR THE OBLIGATIONS AND
LIABILITIES ARISING UNDER SECTION 8 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2
(LICENSE RESTRICTIONS), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY. WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE). BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES,
INCLUDING LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS
ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

               9.2  Limit on Liability. EXCEPT FOR THE OBLIGATIONS AND
LIABILITIES ARISING UNDER SECTION 8 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2
(LICENSE RESTRICTIONS), IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF
EITHER PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF
ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING
NEGLIGENCE). OR OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY DEVELOPER FOR THE
DEVELOPER'S BREW APPLICATIONS DISTRIBUTED BY CARRIER TO END USERS.

               THE LIMITATIONS SET FORTH IN THIS SECTION 9 (LIABILITY
LIMITATIONS) SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY
LIMITED REMEDIES SET FORTH IN THIS CARRIER LICENSE AGREEMENT.

               THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED
THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE. AND THAT THE FOREGOING
LIMITATIONS IN THIS SECTION 9 (LIABILITY LIMITATIONS) ARE AN ESSENTIAL BASIS OF
THE BARGAIN BETWEEN THE PARTIES.

     10.  Term and Termination.

               10.1 Term. This Carrier License Agreement will become in effect
on the date Carrier downloads a BREW Application developed by Developer from the
BREW Catalog and will remain in effect until terminated as provided in this
Carrier License Agreement.

               10.2 Termination. Either Party may terminate this Carrier License
Agreement, with or without cause, upon thirty (30) days prior written notice to
the other Party. Upon termination of this Carrier License Agreement, Carrier
agrees (i) to remove from the Carrier Catalog all BREW Applications developed by
Developer; and (ii) to cease permitting End Users (or any other person) from
downloading BREW Applications from the Carrier Catalog. Developer acknowledges
that the termination of this Carrier License Agreement does not terminate the
rights or licenses of End Users who obtained a BREW Application from Carrier
prior to the date of termination of this Carrier License Agreement.

               10.3 Survival. Upon any termination or expiration of this Carrier
License Agreement, the following provisions will survive any such termination or
expiration; Sections titled ("Ownership"), ("Indemnification "). ("Liability
Limitations"), ("Term and Termination"), and ("General").

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                       10

<PAGE>

     11.  General.

               11.1 Relationship of Parties. Developer and Carrier are
independent contractors and this Carrier License Agreement shall not establish
any relationship of partnership, joint venture, employment, franchise, or agency
between Developer and Carrier. Neither Developer nor Carrier shall have the
power to bind the other or incur obligations on the other's behalf without the
other's prior written consent.

               ll.2 Export Control Compliance. Carrier agrees that it will not
export or re-export a BREW Application, or any portion of thereof, in any form
in violation of the laws and regulations of the United States or any other
jurisdiction or country without the appropriate United States and foreign
government export or import licenses or other official authorization.

               11.3 Assignment. Developer and Carrier may assign this Carrier
License Agreement in whole without the consent of the other. This Carrier
License Agreement will bind and inure to the benefit of the respective
successors and permitted assigns of Developer or Carrier.

               ll.4 Entire Agreement and Amendment. This Carrier License
Agreement completely and exclusively states the agreement between Developer and
Carrier regarding its subject matter. This Carrier License Agreement supersedes
and govern all prior or contemporaneous understandings, representations,
agreements, or other communications between Developer and Carrier, oral or
written, regarding such subject matter.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                       11

<PAGE>

                        BREW EXTENSION LICENSE AGREEMENT

Capitalized terms used herein shall have the same meaning ascribed to them in
the BREW Extension Developer Agreement between QUALCOMM and Extension
Developer. The terms of this BREW Extension License Agreement shall apply unless
Extension Developer and the applicable Application Developer enter into a
separate written agreement.

     1.   License Grant and Restrictions.

               1.1  Grant of License to BREW Extensions. Subject to this BREW
Extension License Agreement, Extension Developer hereby grants to each
Application Developer a world-wide, assignable, non-exclusive license to: (i) to
use and reproduce each BREW Extension and Windows Version of such BREW
Extension, in object code form only, for the purpose of developing one or more
BREW Applications; (ii) to reproduce and distribute to Carriers the BREW
Extension in connection with the distribution of the BREW Applications to the
Carrier, and (iii) sublicense to each such Carrier the non-exclusive right to
reproduce the BREW Extension in the Carrier's Catalog and to distribute the BREW
Extension to the Carrier's end user subscribers ("End Users") in connection with
the distribution of BREW Applications to the End Users. With respect to each
BREW Extension, the foregoing license shall commence on the earliest date that
the BREW Extension or Windows Version is downloaded by Application Developer,
and will terminate on the date of termination of this BREW Extension License
Agreement. Any such termination shall not terminate an End User's right to
continue to use a BREW Extension downloaded by the End User prior to such
termination. All rights not granted in this BREW Extension License Agreement are
hereby reserved by Extension Developer and its licensors.

               1.2  License Restrictions. Except to the extent permitted by
this BREW Extension License Agreement or by applicable law. Application
Developer agrees (i) it will not otherwise distribute BREW Extensions; (ii) it
will not modify, reverse assemble, decompile or reverse engineer a BREW
Extension, and (iii) it will not remove, efface or obscure any copyright
notices, logos or other proprietary notices or legends included in a BREW
Extension.

     2.   The E-DAP. Application Developer acknowledges that Extension Developer
has set an E-DAP for each BREW Extension offered by Extension Developer.
Extension Developer shall have the right to revise the E-DAP and such revisions
will be effective six (6) months after posting by QUALCOMM on the Extensions
portion of QUALCOMM's Developer Extranet. No payments shall be made by either
Extension Developer or Application Developer to the other under this Extension
License Agreement, or for any use or development of BREW Extensions.

     3.   Ownership. Subject to the licenses and sublicense rights granted in
this BREW Extension License Agreement, Extension Developer and its licensors are
and will remain the owner of all right, title and interest in and to each BREW
Extension, including all intellectual property rights therein.

     4.   Representations and Warranties.

               4.1  No Viruses. Extension Developer represents and warrants to
Application Developer that each BREW Extension developed by Extension Developer
will be free from (i) viruses and code that might disrupt, disable, harm, erase
the memory of, or otherwise impede the operation, features or functions of any
software, firmware, hardware, wireless device, computer system or network, or
(ii) code that would permit Extension Developer or any third party to access the
BREW Extension to cause the disablement or impairment of the BREW Extension or a
BREW Device. In the event of a breach of the foregoing warranty. Extension
Developer will be liable and responsible for all losses, costs, expenses and
damages, including, without limitation, the cost of recalling BREW Devices.

               4.2  BREW Extension Warranty. Each BREW Extension will be deemed
accepted by Application Developer at the time it is downloaded by the
Application Developer from QUALCOMM. Extension Developer warrants to Application
Developer, for a period of thirty (30) days after Application Developer
downloads a copy of a BREW Extension from QUALCOMM, that the BREW Extension will
perform substantially

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                       12

<PAGE>

in accordance with the applicable documentation. In the event of a breach of
this warranty, Application Developer must provide written notice to Extension
Developer within the warranty period and Extension Developer will, after receipt
of such notice (i) repair the BREW Extension, (ii) replace the BREW Extension
with a BREW Extension which conforms to the foregoing warranty, or (iii)
terminate this BREW Extension License Agreement with respect to the BREW
Extension. THE FOREGOING WILL BE APPLICATION DEVELOPER'S SOLE AND EXCLUSIVE
REMEDY IN THE EVENT OF A BREACH OF THE FOREGOING WARRANTY. EXTENSION DEVELOPER
DOES NOT WARRANT THAT THE OPERATION OF A BREW EXTENSION WILL BE UNINTERRUPTED OR
ERROR FREE.

     5.   DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS SET
FORTH IN THIS BREW EXTENSION LICENSE AGREEMENT. NEITHER EXTENSION DEVELOPER, ITS
LICENSORS NOR APPLICATION DEVELOPER MAKE ANY OTHER WARRANTIES, EXPRESS OR
IMPLIED. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND
REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY. INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT.

     6.   Indemnification.

               6.1  Indemnification. Extension Developer hereby agrees to
defend, indemnify and hold harmless Application Developer and its End Users
(each, an "Indemnified Party") against any and all claims, demands, causes of
action, damages, costs, expenses, penalties, losses and liabilities (whether
under a theory of negligence, strict liability, contract or otherwise) incurred
or to be incurred by an Indemnified Party (including reasonable attorney fees)
arising out of, resulting from or related to (i) a breach of any representation
or warranty under this BREW Extension License Agreement or (ii) any use,
reproduction or distribution of a BREW Extension or BREW Extension documentation
developed by Extension Developer which causes an infringement of any patent,
copyright, trademark, trade secret, or other property rights of any third
parties arising in any jurisdiction throughout the world. Application Developer
agrees to provide Extension Developer with written notice of any third party
claim subject to indemnification, allowing Extension Developer to have sole
control of the defense of such claim and any resulting disposition or settlement
of such claim; provided, however that the Application Developer may participate
in the defense of a claim at its own expense. Any disposition or settlement that
imposes any liability on or affects the rights of Application Developer will
require the Application Developer's written consent.

               6.2  Limited Remedies. If Extension Developer determines that a
BREW Extension becomes, or is likely to become, the subject of an infringement
claim or action. Extension Developer may at its sole option: (i) procure, at no
cost to Application Developer, the right to continue distributing such BREW
Extension, or portion thereof, as applicable; (ii) replace or modify the BREW
Extension, or portion therefor, as applicable to render it non-infringing,
provided there is no material loss of functionality; or (iii) if, in Extension
Developer's reasonable opinion, neither (i) nor (ii) above are commercially
feasible, (a) Application Developer shall immediately remove the BREW Extension
from the Carrier Catalog upon Extension Developer's written request: and (b)
Extension Developer may terminate this BREW Extension License Agreement for such
BREW Extension.

               6.3  Exceptions. Extension Developer will have no liability under
this Section 6 (Indemnification) for any claim or action where: (i) such claim
or action would have been avoided but for modifications of a BREW Extension, or
any portion thereof, made by Application Developer or a third party; (ii) such
claim or action would have been avoided but for the combination or use of the
BREW Extension, or any portion thereof, with other products, processes or
materials not supplied by Extension Developer; (iii) such claim or action
would have been avoided but for Application Developer's failure to implement the
infringement remedy of removal as requested, if at all, by Extension Developer
under Section 6.2 (Limited Remedies); or (iv) Application Developer's use of the
BREW Extension, or any portion thereof, is not in compliance with the terms of
this BREW Extension License Agreement and such claim would have been avoided but
for such non-compliance.

               6.4  Sole Remedy. The obligations and remedies set forth in this
Section 6 (Indemnification) shall be the sole and exclusive remedies of
Application Developer for the infringement of third-party rights by a BREW
Extension.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                       13

<PAGE>

     7.   Liability Limitations.

               7.1  No Consequential Damages. EXCEPT FOR THE OBLIGATIONS AND
LIABILITIES ARISING UNDER SECTION 6 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2
(LICENSE RESTRICTIONS), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY. FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES,
INCLUDING LOST PROFITS AND LOSS OF DATA. REGARDLESS OF WHETHER SUCH PARTY WAS
ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

               7.2  Limit on Liability. EXCEPT FOR THE OBLIGATIONS AND
LIABILITIES ARISING UNDER SECTION 6 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2
(LICENSE RESTRICTIONS), IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF
EITHER PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF
ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY EXTENSION DEVELOPER
FOR EXTENSION DEVELOPER'S BREW EXTENSIONS DISTRIBUTED BY APPLICATION DEVELOPER
TO END USERS.

               THE LIMITATIONS SET FORTH IN THIS SECTION 7 (LIABILITY
LIMITATIONS) SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY
LIMITED REMEDIES SET FORTH IN THIS BREW EXTENSION LICENSE AGREEMENT.

               THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED
THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING
LIMITATIONS IN THIS SECTION 7 (LIABILITY LIMITATIONS) ARE AN ESSENTIAL BASIS OF
THE BARGAIN BETWEEN THE PARTIES.

     8.   Term and Termination.

               8.1  Term. This BREW Extension License Agreement will become
effective on the date Application Developer downloads a BREW Extension developed
by Extension Developer from the BREW Catalog and will remain in effect until
terminated as provided in this BREW Extension License Agreement.

               8.2  Termination. Either Party may terminate this BREW Extension
License Agreement, with or without cause, upon thirty (30) days prior written
notice to the other Party. Upon termination of this BREW Extension License
Agreement, Application Developer agrees to remove from the BREW Catalog all BREW
Applications developed by Application Developer that use, access or call to each
BREW Extension licensed under this BREW Extension License Agreement Extension
Developer acknowledges that the termination of this BREW Extension License
Agreement does not terminate the rights or licenses of End Users who obtained a
BREW Application from Application Developer that uses, accesses or calls to a
BREW Extension prior to the date of termination of this BREW Extension License
Agreement.

               8.3  Survival. Upon any termination or expiration of this BREW
Extension License Agreement, the following provisions will survive any such
termination or expiration; Sections titled ("Ownership"), ("Indemnification"),
("Liability Limitations"), ("Term and Termination"), and ("General").

     9.   General.

               9.1  Relationship of Parties. Extension Developer and Application
Developer are independent contractors and this BREW Extension License Agreement
shall not establish any relationship of partnership, joint venture, employment,
franchise, or agency between Extension Developer and Application Developer.
Neither

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                       14

<PAGE>

Extension Developer nor Application Developer shall have the power to bind the
other or incur obligations on the other's behalf without the other's prior
written consent.

               9.2  Export Control Compliance. Application Developer agrees that
it will not export or re-export a BREW Extension, or any portion of thereof, in
any form in violation of the laws and regulations of the United States or any
other jurisdiction or country without the appropriate United States and foreign
government export or import licenses or other official authorization.

               9.3  Assignment. Extension Developer and Application Developer
may assign this BREW Extension License Agreement in whole without the consent of
the other. This BREW Extension License Agreement will bind and inure to the
benefit of the respective successors and permitted assigns of Extension
Developer or Application Developer.

               9.4  Entire Agreement and Amendment. This BREW Extension License
Agreement completely and exclusively states the agreement between Extension
Developer and Application Developer regarding its subject matter. This BREW
Extension License Agreement supersedes and govern all prior or contemporaneous
understandings, representations, agreements, or other communications between
Extension Developer and Application Developer, oral or written, regarding such
subject matter.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                       15

<PAGE>

                          APPLICATION PRICING OVERVIEW

The Developer will submit BREW Application specific pricing information via the
BREW Developer Extranet. Developers who submit their BREW Applications for TRUE
BREW Testing will be notified to submit BREW Application pricing information
after their BREW Application has successfully completed the TRUE BREW Testing.

The Developer enters pricing plans for their BREW Applications on the BREW
Developer Extranet. Pricing plans are submitted for a particular Carrier or
across all BREW Carriers. There are two main aspects of pricing plans; the
Pricing Method and the Pricing Basis.

Pricing Methods

The Developer must select at least one of the four following BREW Application
pricing methods:

     1.   The Demonstration pricing method is the pricing method associated with
          no cost to the consumer.

     2.   The Purchase pricing method is the method associated with usage-based
          cost.

     3.   The Subscription pricing method is the method associated with a
          monthly cost.

     4.   The Upgrade pricing method is the method associated with an optional
          cost for BREW Application enhancements. An upgrade is a one-time
          enhancement purchase. It does not change the consumer's usage settings
          on the BREW Application being upgraded.

Pricing Basis

The Developer has a choice from four valid pricing bases:

     1)   Number of Uses (as defined by the BREW Application)

     2)   Expiration Date

     3)   Number of Days

     4)   Elapsed Time (in minutes)

The Pricing Method selected dictates which Pricing Basis are available for the
BREW Application in the Pricing Template submitted by Developer.

BREW Pricing Terms
GT\6240358.20
March 5, 2002
Rev. 6.0                                                    QUALCOMM Proprietary
                                       16